Terms of Use

Your access to and use of the Platform is governed by the terms and conditions of these Terms of Use. Our privacy policy found at (“Privacy Policy”) describes the ways we collect, use, store, and share your personal information collected through the use of the Platform.

Please read the Terms of Use carefully before you start to use the Platform. By using the Platform, you accept and agree to be bound and abide by these Terms of Use. UNLESS YOU OPT OUT, THESE TERMS OF USE CONTAIN A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER THAT IMPACT YOUR RIGHTS ABOUT HOW TO RESOLVE DISPUTES. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Platform.

Consequences of Non-Compliance

Your failure to comply with the Terms of Use may result in the suspension or termination of your membership, account and/or access to the Platform, and may subject you to civil and criminal penalties.

License to Use

Subject to your compliance with the Terms, DGA grants you a limited non-exclusive, non-transferable, non-assignable and non-sublicensable license to access and use the Platform, including the right to download and install a copy of the App on each mobile device that you own or control, for your own personal use only, and not for use for any business purpose or commercial activity. This license is granted for the sole purpose of enabling you to use and enjoy the benefit of the Platform as provided by DGA, in the manner permitted by the Terms.

Service Limitations

In addition to the set-up and operating requirements, there are certain other circumstances that may limit the availability or effectiveness of the Platform.  Access to the Platform can be interrupted for any reason that disrupts internet access or GPS capabilities, including in the event of:

• electrical power outages
• natural disasters
• electronic interference
• an outage affecting the data transport service
• failure of originating or terminating access lines
• network congestion and/or reduced routing speed of the NETWORK or another network (for example, due to spikes in call volume in the wake of local or national disasters), causing failed calls, busy signals or unexpected answering wait times (which may be longer than emergency calls placed via traditional telephone networks)
• compatibility issues
• equipment failures relating to your equipment (e.g., your mobile phone) or equipment, including, hardware or software failures or misconfiguration affecting NETWORK, its offices, data centers, and/or any of its service providers.

YOU AFFIRM THAT YOU HAVE READ THE FOREGOING AND ACKNOWLEDGE THAT:

• DGA DOES NOT AND CANNOT GUARANTEE THAT THE PLATFORM, OR ANY SERVICES PROVIDED VIA THE PLATFORM WILL BE CONTINUOUS OR ERROR-FREE. FOR EXAMPLE, THE PLATFORM, AND THE SERVICES PROVIDED VIA THE PLATFORM WILL NOT BE AVAILABLE OUTSIDE OF THE SERVICE AREA OR UNDER CIRCUMSTANCES SET FORTH ABOVE.
• IF YOUR DATA PLAN SERVICES OR ACCESS TO THE INTERNET OR OUR PLATFORM IS/ARE SUSPENDED, CANCELLED OR TERMINATED (E.G., AS A RESULT OF BILLING ISSUES OR OTHER BREACH), YOU MAY NOT BE ABLE TO USE SOME OR ALL OF THE PLATFORM.
• YOU ARE EXCLUSIVELY RESPONSIBLE FOR YOUR USE OF THE PLATFORM AND YOUR CONTENT.  ABUSE OF THE PLATFORM MAY SUBJECT YOU TO CIVIL AND CRIMINAL FINES AND PENALTIES.

Changes to the Terms of Use

We may revise and update these Terms of Use (including to change, modify, add to, update or remove terms and conditions; collectively, “changes”) at any time and without prior notice in our sole discretion. If we choose to amend these Terms of Use, we will update the Effective Date at the top of the Terms of Use and post the updated version on the Platform. Your continued use of the Platform following the posting of the revised Terms of Use indicates that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.

Accessing the Platform and Account Security

We reserve the right to withdraw or amend this Platform, and any service or material we provide on the Platform, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Platform is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Platform, or the entire Platform.

You are responsible for both:

• Making all arrangements necessary for you to have access to the Platform, including the payment of all fees and expenses related thereto.
• Ensuring that all persons who access the Platform through your internet connection are aware of these Terms of Use and comply with them.

Account Registration

While certain portions of the Platform and content are publicly available, you must register for membership and a user account before you are able to use any of the services provided via the Platform. You may register for membership and to create an account directly via the Platform, including via any app that is made available.

You may not register for membership or for an account on behalf of any person (other than yourself) and, if registering for an organization, where you are authorized to do so.

No person or entity may have more than one active membership or account at any given time.

To utilize the Platform, or certain portions thereof, participating members will be required to establish a membership account with DGA (the “Account”) by completing a registration process (thereby becoming a “Member” of the NETWORK) and signing a Membership Agreement.  Use of the Platform and Account registration is void where prohibited.  By registering for an Account, you represent and warrant that (a) all information provided by you to the NETWORK is current, accurate and complete; (b) you will maintain the accuracy and completeness of this information on a prompt, timely basis; and (c) your use of the Platform does not violate any applicable law or regulation.

Account Set-Up

Your membership, account, and account profile page will be created based upon the information you provide to us.

You agree to provide complete, accurate and up-to-date information during the application and registration process and to update such information as necessary to ensure that it remains complete, accurate and up-to-date.

When you create your Account, you will be asked to create a username and password, which you will be solely responsible for safeguarding.  We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your Account.  You agree not to disclose your username or password to any third party, and you agree to immediately notify DGA of any unauthorized use of your Account.  You further acknowledge and agree that you will be solely responsible for any activities or actions on or through your Account, whether or not you have authorized such activities or actions. DGA cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

Account Privacy

Any personal data processed by us with respect to your Account will be done so in accordance with our Privacy Policy.

Intellectual Property Rights

The Platform and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by DGA, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

Unless expressly provided otherwise, you must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Platform, except as follows:

• Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
• You may store files that are automatically cached by your Web browser for display enhancement purposes.
• You may print one copy of a reasonable number of pages of the Platform for your own personal, non-commercial use and not for further reproduction, publication or distribution.
• If we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.
•  

You must not:

• Modify copies of any materials from this Platform.
• Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text.
• Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from this Platform. Access or use for any commercial purposes any part of the Platform or any services or materials available through the Platform.

If you wish to make any use of material on the Platform other than that set out in this section, please submit your request at: network@dentonsglobaladvisors.com

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Platform in breach of the Terms of Use, your right to use the Platform will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Platform or any content on the Platform is transferred to you, and all rights not expressly granted are reserved by DGA. Any use of the Platform not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws. 

Upon termination of your membership and/or Account, or your right to use the Platform, you agree to cease all use and attempts to use the Platform.

Trademarks

The NETWORK name, the NETWORK logo and all related names, logos, product and service names, designs and slogans are trademarks of DGA or its affiliates or licensors. You must not use such marks without the prior written permission of DGA. All other names, logos, product and service names, designs and slogans on this Platform are the trademarks of their respective owners.

Prohibited Uses

You may use the Platform only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Platform:

• In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
• For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
• To victimize, harass, degrade or intimidate an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age or disability;
• To send, knowingly receive, upload, download, use or re-use any material which does not comply with these Terms of Use.
• To transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
• To impersonate or attempt to impersonate DGA or the NETWORK, any DGA employee, another user or any other person or entity (including, without limitation, by using e-mail addresses associated with any of the foregoing).
• To cause, allow, or assist any other person to use your Account(s) or impersonate you.
• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Platform, or which, as determined by us, may harm DGA or the NETWORK or users of the Platform, or expose them to liability.

Additionally, you agree not to:

• Use the Platform in any manner that could disable, overburden, damage, or impair the Platform or interfere with any other party’s use of the Platform, including their ability to engage in real time activities through the Platform.
• Use any robot, spider or other automatic device, process or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform.
• Use any manual process to monitor or copy any of the material on the Platform, or for any other purpose not expressly authorized in these Terms of Use, without our prior written consent.
• Use any device, software or routine that interferes with the proper working of the Platform.
• Introduce any viruses, trojan horses, worms, logic bombs, ransomware, or other material which is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Platform, the server on which the Platform is stored, or any server, computer or database connected to the Platform.
• Cause, allow, or assist any other person to use your Account(s) or impersonate you.
• Share your password or login with any other person.
• Log onto a server or Account(s) that you are not authorized to access.
• Forge user names, manipulate identifiers or otherwise impersonate any other person or misrepresent your identity or affiliation with any person or entity.
• Emulate or fake usage of the Platform.
• Violate or attempt to violate any security features of the Platform.
• Use manual or automated software, devices, scripts, robots or other means or processes to access, “scrape,” “crawl,” or “spider” any pages contained in the Platform.
• Attack the Platform via a denial-of-service attack or a distributed denial-of-service attack.
• Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying intellectual property used to provide the Platform.
• Engage in “framing,” “mirroring” or otherwise simulating the appearance or function of the Platform.
• Forge any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting.
• Remove or destroy any copyright notices or other proprietary markings contained on or in the Platform.
• Otherwise attempt to interfere with the proper working of the Platform.
• Otherwise abuse the Platform or breach the Terms of Use.
• Attempt to do any of the foregoing, or advocate, encourage or assist any third party in doing any of the foregoing.

User Contributions

The Platform may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, Member information, reviews and recommendations, and other interactive features that allow users to post, submit, upload, provide, publish, display, or transmit to Members, vendors, other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Platform.  For purposes of these Terms of Use, “content” is defined as any information, data, communications, software, photos, video, graphics, music, sounds and other material and services that can be viewed by users on the Platform.  This includes message boards, chat and other original content.

All User Contributions must comply with the Content Standards set out in these Terms of Use.

These Terms of Use apply to two (2) different categories of User Contributions and other content available on the Platform.  The first category consists of content that is freely accessible to the public and does not require that the user register or obtain a username and password (hereinafter “Public-Facing Content.”) The second category of content is only accessible to Members and requires a username and password (“Secured Content”). 

Public-Facing Content is freely available to the public and includes information about NETWORK and its members.

The portion of the Platform containing Secured Content is only accessible to DGA staff or their designees and Members of the NETWORK.  Members accessing Secured Content will have access to information concerning other Members, as well as any matter inquiries or referrals related to the Members.  Prospective customers or clients of Members will not be identified by name, except at the sole discretion of the referring Member.  A Member will gain access to detailed referral or client information only after an official referral from another Member (or preliminary information sharing for purposes of doing a conflicts or background checks).  Members agree to use Secured Content only to the extent necessary to facilitate a match with a prospective referral partner and shall endeavor to maintain the confidentiality of the information and the identity of the prospective referral partner or client.  Members may not use Secured Content for any other purpose.  Members recognize that their name, biographical information and/or contact information may be shared with prospective referral partners or clients.

By capturing, recording, uploading, streaming, sharing, storing or otherwise providing any User Contributions on or through the Platform, you grant us and our affiliates and service providers, as well as third-party vendors of applicable services with whom we may have a commercial relationship, and each of their and our respective licensees, successors, and assigns, a worldwide, non-exclusive, transferable, sublicensable, royalty-free right and license to use, copy, reproduce, process, adapt, modify, distribute, post, broadcast, publicly perform, publish and display such User Contributions as necessary to operate the Platform, including but not limited to providing you with customer support services, product development and de-bugging purposes, and to improve the Platform, in each case with no compensation paid to you.

You represent and warrant that:

• You own or control all rights in and to the User Contributions and have the right to grant the licenses granted above to us and our affiliates and service providers, as well as third-party vendors of applicable services with whom we may have a commercial relationship, and each of their and our respective licensees, successors, and assigns.
• All of your User Contributions do and will comply with these Terms of Use.
• You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

DGA IS NOT RESPONSIBLE FOR AND DISCLAIMS ALL LIABILITY ARISING FROM THE CONTENT OR ACCURACY OF ANY USER CONTRIBUTIONS POSTED BY YOU OR ANY OTHER USER OF THE PLATFORM OR OTHERWISE POSTED VIA THE PLATFORM.

Feedback

We welcome and encourage you to provide feedback, comments, ideas and suggestions for improvements, enhancements and modifications to the Platform and as otherwise provided via the Platform (“feedback”).  You may submit feedback via the Platform.  You acknowledge and agree that all feedback you give us (i) will be treated as non-confidential, and (ii) will be the sole and exclusive property of DGA.  Without limiting the foregoing, you acknowledge that your feedback may be disseminated or used by DGA and the NETWORK, or provided by DGA or the NETWORK to the companies about who and about whose products the feedback has been provided, for any purpose whatsoever, including developing, improving and marketing products.  You hereby irrevocably transfer and assign to DGA all of your right, title, and interest in and to all feedback, including all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein, and waive any moral rights you may have in such feedback. To the extent any personal data is included in connection with feedback you provide, such personal data will be processed in accordance with our Privacy Policy.

Links to Third-Party Websites and Services

The Platform may also provide links to third-party websites, resources or services, which are provided for your convenience only.  We have no control over the contents of those Platforms or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Platform, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.  You acknowledge and agree that DGA is not responsible or liable for (i) the availability, terms or practices of such websites, resources or services, or (ii) the content, products or services available on or through such websites, resources or services, including that any information provided is complete, accurate or up-to-date.  Links to such websites, resources or services do not imply any endorsement by DGA of such websites, resources or services or the content, products or services available on or through such websites, resources or services.  You acknowledge sole responsibility for and assume all risk arising from your use of any such websites, resources or services or the content, products or services available on or through such websites or services.

Content Standards

The standards set out below regarding the User Contributions that you submit to or through the Platform apply to any and all User Contributions and use of the Platform. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not:

• Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, threatening, violent, hateful, inflammatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, or otherwise objectionable.
• Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
• Victimize, harass, degrade or intimidate an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age or disability.
• Infringe any patent, trademark, trade secret, copyright, right of publicity, or other intellectual property or other rights of any other person.
• Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy.
• Be likely to deceive any person.
• Promote any illegal activity, or advocate, promote, or assist any unlawful act.
• Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
• Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
• Involve commercial activities or sales, such as contests, sweepstakes, and other sales promotions, barter, or advertising.
• Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

Reporting Misconduct

If you feel that another user has violated the Terms of Use, abused the Platform or otherwise acted inappropriately, you may report the user to DGA at network@dentonsglobaladvisors.com. DGA reserves the right, but assumes no obligation, to investigate and take appropriate action in response to such reports.  Regardless of its action or inaction, in no event will DGA be liable for the acts or omissions of any user or any third party.

If you are a California resident, you may also report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.  See the “California Residents” subsection below for the full information required under California Civil Code §1789.3.

Monitoring and Enforcement; Investigations; Termination

DGA reserves the right to investigate and prosecute violations of any and all laws, reports, complaints and claims, or otherwise suspected misconduct or violations of the law to the fullest extent of the law.

We have the right to:

• Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
• Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Platform or the public, or could create liability for DGA.
• Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
• Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Platform.
• Terminate or suspend your access to all or part of the Platform and/or your Account, with or without notice, for any or no reason, including without limitation, any violation of these Terms of Use, and without liability to you.

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Platform. YOU WAIVE AND HOLD HARMLESS DGA AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES

However, we do not undertake to review material before it is posted on the Platform, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.  You hereby consent to such removal and waive any claim against us arising out of such removal of content. 

No Reliance on Information Posted

The information presented on or through the Platform is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. DGA IS NOT RESPONSIBLE FOR AND DISCLAIMS ALL LIABILITY ARISING FROM ANY RELIANCE PLACED ON SUCH MATERIALS, INCLUDING USER CONTRIBUTIONS, BY YOU OR ANY OTHER MEMBER OR VISITOR TO THE PLATFORM, OR BY ANYONE WHO MAY BE INFORMED OF ANY OF ITS CONTENTS.

The Platform may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by DGA, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of DGA. DGA IS NOT RESPONSIBLE FOR AND DISCLAIMS ALL LIABILITY ARISING FROM THE CONTENT OR ACCURACY OF ANY MATERIALS PROVIDED BY ANY THIRD PARTIES

Copyright Policy

DGA respects the intellectual property rights of others. Our policy is to respond promptly to any claim that content posted on the Platform infringes the copyright or other intellectual property rights of another. DGA shall use reasonable efforts to investigate notices of alleged infringement and take appropriate action under the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) and these Terms of Use, including, but not limited to removing or disabling access to allegedly infringing content.

If you believe that your content has been copied in a way that constitutes copyright infringement or your likeness has been used in a way that violates your personality rights, please submit a report to our designated agent at network@dentonsglobaladvisors.com.

Formal infringement claims regarding content on the Platform must include:

• A written communication delivered to the agent designated above;
• A physical or electronic signature of someone authorized to act on behalf of the copyright owner or affected person / estate;
• Identification of the copyrighted work(s) allegedly infringed;
• Identification of material claimed to be infringing / violating, reasonably sufficient to permit DGA to locate the material;
• Information reasonably sufficient to permit DGA to contact the complaining party. This can be an address, phone number, email address, or other suitable method of contact;
• A statement that the “complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner / person or the estate affected, its agent, or the law”; and
• A statement that the information in the notice is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the copyright owner / person or estate.

Changes to the Platform

We may update the content on this Platform from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Platform may be out of date at any given time, and we are under no obligation to update such material.

Geographic Restrictions

The Platform is based in the United States. We provide this Platform for use only by persons located in the United States. We make no claims that the Platform or any of its content is accessible or appropriate outside of the United States. Access to the Platform may not be legal by certain persons or in certain countries. If you access the Platform from outside the United States, you do so on your own initiative and are responsible for compliance with applicable laws.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Platform will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Platform for any reconstruction of any lost data. DGA IS NOT LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PLATFORM OR ANY SERVICES, CONTENT, INFORMATION, PRODUCTS OR OTHER ITEMS OBTAINED THROUGH OR IN CONNECTION WITH THE PLATFORM OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY PLATFORM LINKED TO IT.

YOUR USE OF THE PLATFORM, ITS CONTENT AND ANY SERVICES, CONTENT, INFORMATION, PRODUCTS OR OTHER ITEMS OBTAINED THROUGH OR IN CONNECTION WITH THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM, ITS CONTENT AND ANY SERVICES, CONTENT, INFORMATION, PRODUCTS OR OTHER ITEMS OBTAINED THROUGH OR IN CONNECTION WITH THE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER DGA NOR ANY PERSON ASSOCIATED WITH NETWORK MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE PLATFORM. WITHOUT LIMITING THE FOREGOING, NEITHER DGA NOR ANYONE ASSOCIATED WITH NETWORK REPRESENTS OR WARRANTS THAT THE PLATFORM, ITS CONTENT OR ANY SERVICES, CONTENT, INFORMATION, PRODUCTS OR OTHER ITEMS OBTAINED THROUGH OR IN CONNECTION WITH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR PLATFORM OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE PLATFORM OR ANY SERVICES, CONTENT, INFORMATION, PRODUCTS OR OTHER ITEMS OBTAINED THROUGH OR IN CONNECTION WITH THE PLATFORM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

DGA HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL DGA, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE PLATFORM, ANY PLATFORMS LINKED TO IT, ANY CONTENT ON THE PLATFORM OR SUCH OTHER PLATFORMS OR ANY SERVICES, CONTENT, INFORMATION, PRODUCTS OR OTHER ITEMS OBTAINED THROUGH OR IN CONNECTION WITH THE PLATFORM OR SUCH OTHER PLATFORMS, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, INFRINGEMENT, OR OTHERWISE, EVEN IF FORESEEABLE.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSIVE OR LIMITATION OF CERTAIN DAMAGES AS SET FORTH IN THIS SECTION, SO THESE LIMITATIONS AND EXCLUSIONS APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.  IN THE EVENT THAT THE FOREGOING LIMITATION OF LIABILITY IS DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, DGA’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE TERMS OF USE OR YOUR USE OF THE PLATFORM SHALL BE LIMITED TO ONE HUNDRED U.S. DOLLARS (US$100).

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS OF USE, (I) THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, AND (II) SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES OR OTHER DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IF YOU ARE LOCATED IN SUCH A JURISDICTION.

Basis of the Bargain

YOU ACKNOWLEDGE AND AGREE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH ABOVE ARE ESSENTIAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN DGA AND YOU, AND WILL SURVIVE AND APPLY EVEN IF YOUR REMEDIES ARE FOUND OR ALLEGED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

Indemnification

You agree to defend, indemnify and hold harmless DGA, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any (a) claims, liabilities, damages, judgments, awards, losses, costs, expenses and/or fees (including reasonable attorneys’ fees) (“Claims”) arising out of or relating to your violation of these Terms of Use or your use of the Platform, including, but not limited to, any use of the Platform’s content, services and products other than as expressly authorized in these Terms of Use, or your use of any information obtained from the Platform; and (b) from and against any third party Claims arising out of or relating to (i) your access to or use of the Platform, (ii) any products or services purchased or obtained, or offered, by you on, through or ootherwise in connection with the Platform, or (iii) the infringement by you, or any third party using your Account, of any intellectual property or other right of any person or entity. DGA reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims.  You agree not to settle any such matter without the prior written consent of DGA. DGA will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

Governing Law and Jurisdiction

All matters relating to the Platform and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).

Subject to the Arbitration and Waiver of Class Action provisions below, any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Platform shall be instituted exclusively in the federal courts of the United States located in New York city, or the courts of the State of New York located in Manhattan. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Arbitration and Waiver of Class Action

PLEASE READ THIS SECTION CAREFULLY.  IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND DGA HAVE AGAINST EACH OTHER ARE RESOLVED. this Section shall survive termination of your relationship with DGA.

Unless you opt-out as set forth below, and except as otherwise provided below, you agree that disputes between you and DGA arising from these Terms of Use or use of the Platform, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, will be resolved by final and binding individual arbitration under the Rules of Arbitration of the American Arbitration Association applying New York law without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction). you waive your right to participate in a class action lawsuit or class-wide arbitration.

The following claims are not subject to mandatory arbitration and may be brought in court in accordance with the Governing Law and Jurisdiction provisions above: (i) any disputes seeking to enforce or protect, or concerning the validity of, intellectual property rights; (b) any dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief.

You have the right to opt-out and not be bound by these arbitration and waiver of class action provisions by sending written notice of your decision to opt-out to network@dentonsglobaladvisors.com within thirty (30) days of the date on which you first accepted and agreed to these Terms of Use.

Waiver and Severability

No waiver by DGA of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of DGA to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement

These Terms of Use and the Membership Agreement constitute the entire agreement between the Parties with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. No other warranties, representations, undertakings or promises, whether oral, implied or otherwise, have been made by either party hereto. To the extent that anything in the Membership Agreement or otherwise in or associated with the Platform is in conflict or inconsistent with these Terms of Use, Membership Agreement shall take precedence. Any provisions of the Terms of Use that contemplate performance or observance subsequent to the expiration or termination of the Terms of Use shall survive such expiration or termination. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms of Use.

Assignment

We may assign our rights and obligations under these Terms of Use, including in connection with a merger, acquisition, sale of assets or equity, or by operation of law. You shall not assign any of your rights or delegate any of your obligations under these Terms of Use without our prior written consent. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves either party of any of its obligations under these Terms of Use.

Notices

All notices to a party shall be in writing and shall be made either via email or conventional mail.  Notices to us must be sent to the attention of Customer Service, Dentons Global Advisors, LLC, 1900 K St NW, Washington, DC 20006, if by conventional mail.  We may broadcast notices or messages through the Platform to inform you of changes to the Platform or other matters of importance, and such broadcasts shall constitute notice to you at the time of sending.

Contact Us

The Platform is operated by Dentons Global Advisors, LLC. Our address is 1900 K St. NW, Washington, DC 20006, USA.

All other feedback, comments, requests for technical support and other communications relating to the Platform should be directed to: network@dentonsglobaladvisors.com.

California Residents

Pursuant to California Civil Code §1789.3, California residents are also entitled to the following specific consumer rights notice:

Complaints regarding the Platform or requests to receive further information regarding use of the Platform may be sent to the above address or to network@dentonsglobaladvisors.com.

The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Boulevard, Suite N112, Sacramento, CA 95834 or by telephone at (916) 445-1245 or (800) 952-5210.  Hearing impaired persons may call TDD (800)-326-2297 or TDD (916)-928-1227, see www.dca.ca.gov for additional information.